01—Abstract
Summary
Summary of the 8-K filed August 23, 2024. Cited figures are marked; the original filing is the authoritative source.
Guardant Health, Inc. (GH) has entered into an Open Market Sale Agreement with Jefferies LLC, establishing an at-the-market (ATM) offering program.
This agreement allows the company to sell up to $400.0 milliona of its common stock from time to time, at its discretion, through Jefferies acting as the sales agent. The offering will be conducted under the company's existing shelf registration statement on Form S-3, filed on May 22, 2023, with a prospectus supplement filed concurrently with this report. This strategic move provides Guardant Health with flexibility to raise capital as needed to support its ongoing operations, growth initiatives, or strategic opportunities without needing to file a new registration statement immediately.
02—Key points
Key Highlights
- Guardant Health has established an at-the-market (ATM) offering program allowing for the sale of up to $400 million in common stock.
- The ATM program is established through an Open Market Sale Agreement with Jefferies LLC acting as the sales agent.
- Shares will be sold from time to time at the company's discretion, providing capital raising flexibility.
- The offering is conducted under an existing shelf registration statement (Form S-3), streamlining the process.
- The company can designate the maximum amount of shares to be sold in any placement and can set a minimum selling price.
- Jefferies LLC will receive aggregate compensation of up to 3.0% of the gross sales price for shares sold.
- Both the Company and the Agent (Jefferies) have the right to terminate the agreement at any time.
03—Questions
Frequently Asked Questions
What is an at-the-market (ATM) offering?
An at-the-market (ATM) offering allows a company to sell shares of its stock directly into the secondary market over a period of time. This provides flexibility to raise capital gradually, often at prevailing market prices, as opposed to a traditional underwritten offering where a large block of shares is sold at once.
What is the purpose of this ATM program for Guardant Health?
This ATM program provides Guardant Health with a flexible and efficient way to raise capital up to $400 million. The funds can be used for various corporate purposes, such as funding operations, investing in research and development, commercialization efforts, or pursuing strategic opportunities as they arise.
Does Guardant Health have to sell all $400 million worth of stock?
No, Guardant Health is not obligated to sell any shares under the Sales Agreement. The company has the sole discretion to decide when and how much stock to sell, up to the aggregate gross proceeds limit of $400 million. They can also set a minimum price at which sales can be made and can suspend sales if market conditions are unfavorable.
What are the costs associated with this offering?
Jefferies LLC, acting as the sales agent, will be entitled to compensation of up to 3.0% of the gross sales price for all shares sold under the agreement. Other costs, such as legal and registration fees, may also apply.
04—Continue